SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Aghili Aziz

(Last)

(First)

(Middle)

3939 TECHNOLOGY DRIVE

(Street)

MAUMEE

43537

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2011

3. Issuer Name and Ticker or Trading Symbol
DANA HOLDING CORP [ DAN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres Off-Hwy Technologies & AP

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units⁽¹⁾	02/23/2014⁽²⁾	⁽²⁾	Common Stock, par value $0.01	9,714	$0.0000⁽³⁾	D
Restricted Stock Units⁽¹⁾	12/14/2010⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01	10,000	$0.0000⁽³⁾	D
Stock Appreciation Right⁽⁵⁾	12/14/2010⁽⁶⁾	12/14/2019⁽⁶⁾	Common Stock, par value $0.01	10,000	$9.19	D
Stock Appreciation Right⁽⁵⁾	03/02/2011⁽⁶⁾	03/02/2020⁽⁶⁾	Common Stock, par value $0.01	9,606	$11.27	D
Stock Appreciation Right⁽⁵⁾	02/23/2012⁽⁶⁾	02/23/2021⁽⁶⁾	Common Stock, par value $0.01	17,537	$17.8	D

Explanation of Responses:

1. Restricted stock units previously granted pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan.

2. Restricted stock units granted cliff vest three (3) years from date of grant.

3. Each restricted stock unit granted represents the right to receive cash for each share equal to the market value per share.

4. Restricted stock units granted vest in two (2) equal annual installments beginning on the first anniversary date of the grant.

5. Stock appreciation rights previously granted pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan.

6. Stock appreciation rights granted vest in three (3) equal annual installments beginning on the first year anniversary date of the grant. Stock appreciation rights are cash-settled only.

Remarks:

aghilipoa.txt

	/s/ Robert W. Spencer Jr. on behalf of Aziz Aghili	07/07/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.